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REVOLVING LINE OF CREDIT NOTE
$4,000,000.00 May 1, 2014
FOR VALUE RECEIVED, the undersigned Dynasil Corporation
of America, a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware,
with a principal place of business located at 44 Hunt Street
Watertown, MA 02472, (hereinafter called the "Borrower"),
promises to pay to MIDDLESEX SAVINGS BANK, a Massachusetts
banking corporation, at its principal office at 6 Main Street,
Natick, Massachusetts 01760 (hereinafter called the "Lender"),
OR ORDER, the principal sum of Four Million and 00/100
($4,000,000.00) Dollars (or such lesser amount as may have
been advanced to Borrower from time to time hereunder) (each,
an "Advance") with interest on the unpaid balance hereof from
the date hereof until paid, at the rate and in the manner
hereinafter provided, in lawful money of the United States of
America.
Variable Rate; Payments: The unpaid principal of this
Note from time to time outstanding shall bear interest,
computed on the basis of the actual number of days elapsed
over a year assumed to have 360 days, at an annual rate equal
to Lender's Prime Rate, but in no event less than 3.25%
("Interest Rate").
As used herein, Lender's Prime Rate means the rate from
time to time announced and made effective by the Lender as its
Prime Rate; the Prime Rate hereunder shall change as Lender's
Prime Rate changes and any such change shall be effective on
the announcement date by Lender of such change.
Beginning on June 30, 2014, and on the last day of each
and every month thereafter during the term of this Note,
Borrower shall make payments of interest monthly in arrears on
outstanding Advances.
Upon the occurrence of the Advance Period Termination
Date, as set forth in the Loan and Security Agreement, or upon
any Event of Default under any of the Security Instruments,
all unpaid principal and all accrued and unpaid interest under
this Note shall be immediately due and payable without
presentment, demand, protest, notice of protest or other
notice of dishonor of any kind, all of which are hereby
expressly waived. No course of dealing or delay in
accelerating the maturity of this Note or in taking any other
action with respect to any Event of Default shall affect
Lender's rights to take action with respect thereto, and no
waiver as to any one Event of Default shall affect any of
Lender's rights as to any other Event of Default.
Principal not paid when due hereunder shall bear
interest at the rate set forth above from the date due until
so paid and shall be due and payable upon demand, whether or
not an Event of Default has occurred. Payments hereunder shall
be applied first to interest then due on the unpaid balance of
principal and then to such principal.
Late Charge: Whenever any installment of principal and
interest due hereunder shall not be paid within fifteen (15)
days of its due date, the Borrower shall pay in addition
thereto as a late charge, five percent (5%) of the amount of
any such installment.
Revolving Credit: Until such right is terminated by the
occurrence of the said Advance Period Termination Date or
until any Event of Default under any of the Security
Instruments, the Borrower may borrow, repay (without penalty),
and reborrow hereunder from time to time in accordance with
any applicable Advance Rate (if applicable, and as defined in
the Loan and Security Agreement) or as needed for general
corporate purposes of Borrower, provided that the aggregate
principal amount at any time outstanding shall not exceed the
face amount of this Note, as described in the Loan and
Security Agreement.
Security: This Note is secured by a first priority
security interest in all assets of the Borrower, pursuant to a
Loan and Security Agreement of even date herewith between
Borrower and Lender (the "Loan and Security Agreement") which
assets are located at 44 Hunt Street, Watertown, MA 02482, 8
Nemco Way, Ayer, MA 01732, 119 Russell Street, Suite 10,
Littleton, MA 01460, 239 Cherry Street, Ithaca, NY 14850,
385 Cooper Road, West Berlin, NJ 08091, and 85 Main Street,
Watertown, MA 02472. Such documents, together with various
other instruments securing this Note (the terms and provisions
of all of which are incorporated herein by reference) are
herein referred to as the "Security Instruments."
Setoff: Any deposits or other sums at any time credited
by or due from the holder to the Borrower and any securities
or other property of Borrower in the possession or custody of
the holder may at all times be held and treated as collateral
security for the payment of this Note and any and all other
liabilities, direct or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising, of said
Borrower to the holder; and the holder on or after default in
payment hereof may sell any such securities or other property
at broker's board or at public or private sale without demand,
notice or advertisement of any kind, all of which are hereby
expressly waived. The holder may at any time apply or set off
such deposits or other sums against said liabilities of
Borrower.
Default Rate: Lender shall have the option of imposing,
and Borrower shall pay upon billing therefor, an interest rate
which is four percent (4%) per annum above the interest rate
otherwise payable hereunder ("Default Rate"): (a) while any
monetary default exists and is continuing, during that period
between the due date and the date of payment; (b) following
any Event of Default, unless and until the Event of Default is
cured or waived by Lender; and (c) after the Advance Period
Termination Date.
Collection Costs: If this Note shall not be paid in full
upon demand, the Borrower agrees to pay all costs and expenses
of collection, including court costs and reasonable attorneys'
fees.
Waiver: The Borrower, and any other person now or
hereafter liable for the payment of any of the indebtedness
evidenced by this Note each severally agrees, by making,
guaranteeing or endorsing this Note or by making any agreement
to pay any of the indebtedness evidenced by this Note, to
waive presentment for payment, protest and demand, notice of
protest, demand and or dishonor and nonpayment of this Note,
and consents without notice or further assent (a) to the
substitution, exchange or release of the collateral securing
this Note or any part thereof at any time, (b) to the
acceptance by the holder or holders at any time of any
additional collateral or security for or Guarantors of this
Note, (c) to the modification or amendment at any time, and
from time to time of this Note, and any other Security
Instrument at the request of any person liable hereon, (d) to
the granting by the holder hereof of any extension of the time
for payment of this Note or for the performance of the
agreements, covenants and conditions contained in this Note,
or any other Security Instrument, at the request of any other
person liable hereon, and (e) to any and all forbearances and
indulgences whatsoever; and such consent shall not alter or
diminish the liability of any person.
Commercial Loan: The Borrower hereby represents warrants
and covenants that the proceeds of this Loan shall be used for
commercial and business purposes only, shall not be used for
consumer or household purposes, and acknowledges that this
representation has been relied upon by Lender in extending
credit hereunder.
Jury Trial Waiver: Borrower and Lender mutually hereby
knowingly, voluntarily and intentionally waive the right to a
trial by jury in respect of any litigation based on this Note,
arising out of, under or in connection with the Loan and
Security Agreement or any of the other Security Instruments,
or any course of conduct, course of dealings, statements
(whether verbal or written) or actions of any party. This
waiver constitutes a material inducement for Borrower and
Lender to enter into the transactions contemplated hereby.
The Borrower has received a copy of this Note.
This Note shall be the joint and several obligation of
the Borrower and all sureties, guarantors and endorsers, and
shall be binding upon them and their respective successors and
assigns and each or any of them.
This Note is secured by a security interest in favor of
the holder hereof in all assets of the Borrower, all as more
specifically described in the Loan and Security Agreement
(hereinabove referred to) and the other Security Instruments
referred to therein.
IN WITNESS WHEREOF, the Borrower has executed this Note
as an instrument under seal, as of the day and year first
above written.
Signed in the presence of: Dynasil Corporation of America
/s/ Daniel Greenberg By: /s/ Thomas C. Leonard
Witness Name: Thomas C. Leonard
Title: Treasurer, duly authorized
